Aker ASA Annual general meeting

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1 Proud ownership Aker ASA Annual general meeting Oslo 17 April 2013 Aker ASA 17 April 2013 Annual General Meeting

2 Agenda 1. Opening of the annual general meeting, including approval of the notice and agenda. 2. Appointment of a person to co-sign the minutes of meeting along with the meeting chair. 3. Presentation of business activities. 4. Approval of the 2012 annual accounts of Aker ASA and group s consolidated accounts and the board of directors report, including distribution of dividend. 5. Consideration of the board of directors declaration regarding stipulation of salary and other remuneration to executive management of the company. 6. Stipulation of remuneration to the members of the board of directors and the audit committee. 7. Stipulation of remuneration to the members of the nomination committee. 8. Election of members to the board of directors. 9. Election of a member to the nomination committee. 10. Approval of remuneration to the auditor for Authorization to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business. 12. Authorization to the board of directors to purchase treasury shares in connection with the share program for the employees. 13. Authorization to the board of directors to purchase treasury shares for the purpose of subsequent deletion of shares. Aker ASA 17 April 2013 Annual General Meeting 2

3 Proud ownership 3. Presentation of business activities Trond Brandsrud CFO Aker ASA 17 April 2013 Annual General Meeting

4 Highlights 2012 Strong growth and value creation Solid results from Aker Solutions amid high demand Good exploration year for Det norske Establishment of ship-lease company Ocean Yield Merger between Aker and Aker BioMarine completed Dividend income to Aker doubled Aker share discount narrowed to four-year low of 34% Aker share rose 44% vs. 15% OSEBX gain (incl. dividend) Key financial figures Board proposes NOK 12 per share (3.7% of net asset value, 5.7% direct yield) NOK 22.9 billion in net asset value, value-adjusted equity ratio at 86% NOK 3.1 billion in cash and NOK 3.5 billion in gross interest-bearing debt Aker ASA 17 April 2013 Annual General Meeting 4

Aker ASA and holding companies Changes in NAV in 2012 NOK billion 24 3,9 0,5 (0,3) 0,0 0,4 0,0 (0,8) (0,2) 22,9 22 20 19,4 18 16 14

5 Aker ASA and holding companies Changes in NAV in 2012 NOK billion 24 3,9 0,5 (0,3) 0,0 0,4 0,0 (0,8) (0,2) 22, , AKSO KVAER DETNOR AKBM Other value Other Paid dividend Own shares Aker ASA 17 April 2013 Annual General Meeting 5

Aker: A reliable dividend stock 14 12 10 8 6 4 2 5 4 3 2 1 NOK per share % of NAV Dividend policy The company s policy is to pay annual dividends of 2-4 per cent of net asset value (NAV), with the

6 Aker: A reliable dividend stock NOK per share % of NAV Dividend policy The company s policy is to pay annual dividends of 2-4 per cent of net asset value (NAV), with the intention of sustaining nominal increasing payments ) Dividend payment (NOK) % of NAV % of share price (direct yield) 2) 1) Proposed dividend 2) As per end of the preceding year Aker ASA 17 April 2013 Annual General Meeting 6

This is Aker As per 31.12.2012 Industrial Holdings Financial Investments Aker Solutions 1 40% 8.7 3.1 Cash Kvaerner 1 41% 1.3 0.9 1.7 Receivables Det norske 50% 5.8 0.

7 This is Aker As per Industrial Holdings Financial Investments Aker Solutions 1 40% Cash Kvaerner 1 41% Receivables Det norske 50% Real estate (receivables) Aker BioMarine 2 89% Equity Investments Ocean Yield 100% Fund Investments Aker Seafoods 3 73% Other Financial Investments 1 Held by Aker Kvaerner Holding in which Aker has a 70% ownership 2 Ownership increased to 100% as per 15 January Aker Seafoods changed the company name to Havfisk ASA in April 2013 BioMarine Aker ASA 17 April 2013 Annual General Meeting 7

8 Aker ASA 71 percent of investments related to oil and gas sector Other 10% Seafood & Marine BioTech 7% Cash 12% NOK 26.8 bn E&P 23% Oil and gas related 71% Oil services 49% Aker ASA 17 April 2013 Annual General Meeting 8

9 Proud ownership Aker ASA Income statement and balance sheet January December 2012 Aker ASA 17 April 2013 Annual General Meeting

10 Aker ASA and holding companies Income statement (in NOK million) Sales gains Operating expenses (225) (235) EBITDA 966 (189) Depreciation (15) (15) Value change 55 (17) Net other financial items Profit before tax Aker ASA 17 April 2013 Annual General Meeting 10

11 Aker ASA and holding companies Balance sheet (in NOK million) Tangible and non-tangible fixed asset Long-term interest bearing items Long-term financial assets Other current assets Short-term interest bearing items Cash Total assets Shareholder s equity Non-interest bearing liabilities Interest bearing liabilities (internal) Interest bearing liabilities (external) Equity and liabilities Net interest bearing debt(-)/receivables(+) Equity ratio 77% 72% Equity per share Aker ASA 17 April 2013 Annual General Meeting 11

12 Aker group Income statement (in NOK million) Operating revenue Operating profit before depreciation and amortisation 950 (524) Depreciation and amortisation (772) (896) Impairment changes and other non recurring items (278) (2 337) Operating profit (99) (3 757) Net financial items (274) (500) Share of profit of associated companies Other items Profit before tax (3 150) Income tax expense Profit for the year continued operations (184) Loss for the period from discontinued operations net of tax (240) - Result for the year (184) Change in other comprehensive income, net of income tax 112 (432) Total comprehensive income for the year (616) Attributable to: Equity holders of the parent (391) Minority interests 475 (225) Total comprehensive income for the year (616) Aker ASA 17 April 2013 Annual General Meeting 12

13 Aker group Balance (in NOK million) Assets: Interest-bearing long-term receivables Other non-current assets Total non-current assets Interest-bearing short-term receivables Cash and cash equivalents Other current assets Total current assets Total assets Equity and liabilities: Total equity attributable to equity holders of the parent Minority interests Total equity Interest-bearing loans Other non-current liabilities Total non-current liabilities Interest-bearing short-term debt Other current liabilities Total current liabilities Total liabilities Total equity and liabilities Aker ASA 17 April 2013 Annual General Meeting 13

14 Aker ASA Income statement (in NOK million) Operating expenses (208) (222) Depreciation (15) (15) Operating profit (loss) (223) (237) Received dividends and group contribution Gain on sale of shares Imapirment and reversal of earlier years impairment of shares, receivables, etc. (2 114) Other financial items 685 (98) Profit before tax (186) Tax (49) - Profit after tax (235) Allocation of profit/loss for the year: Profit (+) / loss (-) (235) Dividend (796) (868) Transferred from (+) / allocated to (-) other equity (3 468) Aker ASA 17 April 2013 Annual General Meeting 14

15 Aker ASA Balance (in NOK million) Assets: Deferred tax assets - - Total tangible fixed assets Shares in subsidiaries Other long-term investments in shares Investments in associated companies and other shares 19 2 Long-term receivables from Group companies Other non-current assets Total non-current assets Short-term receivables from Group companies Other short-term receivables 15 9 Cash and cash equivalents Total current assets Total assets Equity and liabilities: Total equity Total long-term provisions Long-term liabilities to Group companies Long-term subordinated debt to Group companies Other long-term liabilities Total other long-term liabilities Short-term liabilities to Group companies 2 - Other short-term liabilities Total current liabilities Total equity and liabilities Aker ASA 17 April 2013 Annual General Meeting 15

16 Industrial Holdings Financial investments Aker ASA s Corporate Governance principles are described on page 148 in the annual report. Aker ASA 17 April 2013 Annual General Meeting 16

17 4. Approval of the 2012 annual accounts of Aker ASA and consolidated accounts and the board of directors report, including distribution of dividend. The general meeting approves the annual accounts for 2012 for Aker ASA, the group consolidated accounts and the board of directors report, including the proposal from the board of directors for distribution of dividend for 2012 of NOK 12 per share, which implies an aggregate distribution of dividend of NOK million. Aker ASA 17 April 2013 Annual General Meeting 17

18 5. Consideration of the board of directors declaration regarding stipulation of salary and other remuneration to executive management of the company. The general meeting endorses the board of directors statement contained in note 41 to the consolidated accounts of the Norwegian annual report. Aker ASA 17 April 2013 Annual General Meeting 18

19 Proud ownership Proposal from the nomination committee Aker ASA 17 April 2013 Annual General Meeting

20 Nomination committee Composition Leif-Arne Langøy, chairman Gerhard Heiberg Kjeld Rimberg Work Three meetings held Evaluated the board s performance Received input from shareholders Aker ASA 17 April 2013 Annual General Meeting 20

Board composition Elected by the shareholders Kjell

Høegh Elected by the employees Atle Tranøy Harald

21 Board composition Elected by the shareholders Kjell Inge Røkke (chairman) Finn Berg-Jacobsen (deputy chairman) Kristin K. Devold Stine Bosse Anne Marie Cannon Leif O. Høegh Elected by the employees Atle Tranøy Harald Magne Bjørnsen Bjarne E. Kristiansen Tommy Angeltveit Aker ASA 17 April 2013 Annual General Meeting 21

New board composition Elected by the shareholders

Høegh Karen Simon Elected by the employees Atle

22 New board composition Elected by the shareholders Kjell Inge Røkke (chairman) Finn Berg-Jacobsen (deputy chairman) Kristin K. Devold Stine Bosse Leif O. Høegh Karen Simon Elected by the employees Atle Tranøy Tommy Angeltveit Nina Hanssen Arnfinn Stensø Aker ASA 17 April 2013 Annual General Meeting 22

Proposed new board member Karen Simon has 29 years of investment banking experience with JP Morgan and is currently a Vice Chairman of the investment bank.

23 Proposed new board member Karen Simon has 29 years of investment banking experience with JP Morgan and is currently a Vice Chairman of the investment bank. During her career with JP Morgan she has held a number of positions in the oil & gas team in both the US and the UK including head of the EMEA energy team during the 1990's. From 2000 onwards Ms. Simon was cohead of the EMEA debt capital markets group and global co-head of private equity investment banking from 2007 to Ms. Simon served on the EMEA debt underwriting and reputational risk committees as well as a member of the EMEA management team. Today Ms. Simon resides in Houston, Texas but has a global role as a senior banker to oil & gas clients across all sectors and geographies. Ms. Simon holds no shares in Aker ASA, and has no stock options. She is a dual UK and US citizen. Aker ASA 17 April 2013 Annual General Meeting 23

24 Nomination committee ccc Leif-Arne Langøy (chairman) Gerhard Heiberg *) Kjeld Rimberg *) up for election Aker ASA 17 April 2013 Annual General Meeting 24

25 New nomination committee ccc Leif-Arne Langøy (chairman) Gerhard Heiberg Kjetil Kristiansen Aker ASA 17 April 2013 Annual General Meeting 25

26 Proposal from the nomination committee Board of directors: Board chairman: NOK Deputy chairman: NOK Board members: NOK Audit committee chairman: NOK Audit committee members: NOK Nomination committee: Chairman and members NOK Aker ASA 17 April 2013 Annual General Meeting 26

27 6. Stipulation of remuneration to the members of the board of directors and the audit committee. In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2012 annual general meeting until 2013 annual general meeting shall be set as follows: NOK to the chairman of the board NOK to the deputy chairman of the board NOK to each of the remaining board members NOK to audit committee chairman NOK to audit committee members Aker ASA 17 April 2013 Annual General Meeting 27

28 7. Stipulation of remuneration to the members of the nomination committee. In accordance with the proposal from the nomination committee, the remuneration rates for the period from the 2012 annual general meeting until 2013 annual general meeting shall be set as follows: NOK for each member Aker ASA 17 April 2013 Annual General Meeting 28

29 8. Election of members to the board of directors. In accordance with the proposal from the nomination committee both Stine Bosse and Kristin Krohn Devold are re-elected, and Karen Simon is elected as a new board member, all for a period of two years. The board will then consist of the following members elected by the shareholders: Kjell Inge Røkke (chairman) Finn Berg Jacobsen (deputy chairman) Stine Bosse Kristin Krohn Devold Leif O. Høegh Karen Simon Aker ASA 17 April 2013 Annual General Meeting 29

30 9. Election of a member to the nomination committee. In accordance with the proposal from the nomination committee, Kjetil Kristiansen is elected as a new member of the nomination committee for a period of two years. The nomination committee then consist of: Leif-Arne Langøy (chairman) Gerhard Heiberg Kjetil Kristiansen Aker ASA 17 April 2013 Annual General Meeting 30

31 10. Approval of remuneration to the auditor for The auditor s fees of NOK 1.4 million for the audit of Aker ASA in 2012 are approved. Aker ASA 17 April 2013 Annual General Meeting 31

32 11. Authorisation to the board of directors to purchase treasury shares in connection with acquisitions, mergers, de-mergers or other transfers of business. The board is authorised to acquire company shares up to of total number of shares with an aggregate nominal value of NOK The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 800 respectively. The Board is free to decide the method of acquisition and disposal of the company s shares. The power of attorney may only be used for the purpose of utilising the company s shares as transaction currency in acquisitions, mergers, de-mergers or other transfers of business. The power of attorney is valid until the annual general meeting in 2014, however not after 30 June Aker ASA 17 April 2013 Annual General Meeting 32

33 12. Authorisation to the board of directors to purchase treasury shares in connection with the share program for the employees. The board is authorised to acquire company shares up to of total number of shares with an aggregate nominal value of NOK The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 800 respectively. The board is free to decide the method of acquisition and disposal of the company s shares. The power of attorney may only be used for the purpose of sale and/or transfer to employees in the company as part of the share program for such employees, as approved by the board of directors. The power of attorney is valid until the annual general meeting in 2014, however not after 30 June Aker ASA 17 April 2013 Annual General Meeting 33

34 13. Authorisation to the board of directors to purchase treasury shares for the purpose of subsequent deletion of shares. The board is authorised to acquire company shares up to of total number of shares with an aggregate nominal value of NOK The authorisation also provides for acquisition of agreement liens in shares. The lowest and highest purchase amount for each share shall be NOK 4 and NOK 800 respectively. The board is free to decide the method of acquisition and disposal of the company s shares. The power of attorney may only be used for the purpose of subsequent deletion of such shares. The power of attorney is valid until the annual general meeting in 2014, however not after 30 June Aker ASA 17 April 2013 Annual General Meeting 34

35 Industrial Holdings Financial investments Well positioned for further growth Aker ASA 17 April 2013 Annual General Meeting 35

36 Disclaimer This Document includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results. to differ. These statements and this Document are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker ASA and Aker ASA s (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as expects, believes, estimates or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for Aker's businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Document. Although Aker ASA believes that its expectations and the Document are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Document. Aker ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Document, and neither Aker ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use. The Aker group consists of many legally independent entities, constituting their own separate identities. Aker is used as the common brand or trade mark for most of this entities. In this document we may sometimes use Aker", "Group, "we" or "us" when we refer to Aker companies in general or where no useful purpose is served by identifying any particular Aker company. Aker ASA 17 April 2013 Annual General Meeting 36

Third quarter presentation 2012

Proud ownership Third quarter presentation 2012 Agenda Highlights and Industrial Holdings Øyvind Eriksen President and CEO Financial Investments and Statement Trond Brandsrud CFO Q&A 2 Third quarter 2012